Genworth, Oceanwide extend merger agreement
Genworth Financial and China Oceanwide Holdings Group Co. announced they have agreed to a sixth waiver and agreement of each party's right to terminate the previously announced merger agreement. The sixth waiver and agreement extends the previous deadline of August 15, 2018 to December 1, 2018 to allow additional time to complete the regulatory review process. The sixth waiver and agreement also waives the unstacking of Genworth Life and Annuity Insurance Company from Genworth Life Insurance Company, regulatory approval of which had been a condition of Oceanwide's obligation to close the merger, as well as each party's respective covenants with respect to the unstacking, including Oceanwide's obligation to contribute $525M to facilitate the unstacking. The waiver also waives Oceanwide's obligation to contribute $600M to Genworth for the repayment of the company's debt obligations due May 2018, which, as previously disclosed, has been retired with the proceeds from a term loan and cash on hand. Separately, Oceanwide has agreed to a capital investment plan under which Oceanwide and/or its affiliates will contribute an aggregate of $1.5B to Genworth over time following consummation of the merger, with the final amounts of the plan to be contributed by March 31, 2020. Such contribution will be subject to the closing of the merger and the receipt of required regulatory approvals. The contribution would be used to further improve Genworth's financial stability, which may include retiring Genworth's debt due in 2020 and 2021 or enabling future growth opportunities. The closing of the proposed transaction remains subject to the receipt of required regulatory approvals in the U.S., China and other international jurisdictions and other closing conditions. As previously announced, the Committee on Foreign Investment in the United State completed its review of the proposed transaction and concluded that there are no unresolved national security concerns.